China Interactive Education, Inc. - Exhibit 10.5 - Prepared By TNT Filings Inc.










Exhibit 10.5


(English Translation)


AKAI IT/ Learning Product Domestic General Distribution
Contract

Contract No:ZGC09005


Party A: AKAI Electronic (China) Co., Ltd 
Address: Jiahua
Electronic Mansion, Zhongshan 5 Road, Eastern District, Zhongshan City

Party B: MenQ Technology Limited 
Address: F-2, Block A,
South Factory, Zhen Nan Road, South District, Zhongshan City

Party A is the user authorized by “AKAI” trademark in mainland
of People’s Republic of China. Party A and Party B, for the popularity of AKAI
IT & Learning product, in friendly negotiation manner, entered into this
contract in accordance with Contract Law of People’s Republic of China on the
basis of mutual benefit. The Articles hereof are as following: 

Article 1. 
Definitions


1.1 “Contract” refers to AKAI IT/ Learning Product Domestic
General Distribution Contract. 



1.2 “Contract Duration” refers to two years from
03/01/2009 to 02/28/2011 



1.3 “Party A” refers to AKAI Electronic (China) Co.,
Ltd 



1.4 “Party B” refers to MenQ Technology Limited 



1.5 “Either Party” or “Some
Party” refers to persons from Party A or Party B 

1.6 “Both Parties” refers to persons from Party A and Party B.


1.7 “Domestic” refers to mainland of People’s Republic of
China, not including Hong Kong Macao and Taiwan. 



1.8 “AKAI” refers to “AKAI” IT/
Learning Product (please see Annex A) 



1.9 “BOM” refers to Bill of Material. 

1.10 “Cost” refers to total amount of raw material in BOM 

1.11 “Total Payment of Product” refers to total payment of AKAI
products purchased by Party B from Party A for the whole year.


1.12 “Price of Product” refers to sale price of AKAI product
from Party A 

1.13 “Year” refers to the year of 2009, from 03/01/2009 to
02/28/2010; or the year of 2010, from 03/01/2010 to 02/28/2011.




Article 2. 
Trademark Use-right


2.1 Party A promises that Party A shall obtain “AKAI” trademark
usage-right in legal manner at home and apply for filing in Trademark Bureau of
State Administration for Industry & Commerce of People’s Republic of China


2.2 Party A agrees that Party B, representing Party A, shall
make propagation data and advertisement distribution and notify Party A for
filing and approval for the purpose of pushing “AKAI” brand. Propagation
materials and advertisement shall be in accordance with national related rules
and regulation. In the event of violation of related regulations, Party B shall
bear all losses and liabilities arouse out of such action. 

Article 3. 
General Distribution Right & Fee


3.1. Party A agrees that Party B shall be the exclusive general
distributor of AKAI IT/ Learning Product at home and shall not transfer such
general distribution right to any third party. However, Party B shall set up
serial product distributors across China or provincial, municipal and town
distributors. During the period of Party B being the general distributor of
Party A, every serial product shall be approved by Party A prior to
manufacturing of such product. 

3.2 Party A promises that Party B, as the exclusive general
distributor, shall not sell products described in this contract via other
channels pursuant to this contract. 

3.3 Party B agrees that Party B shall not be agent or
distributor of any other brands unless Party A approves extra during the period
of Party B being the general distributor of AKAI IT/ Learning Product at home;
Party B ensure that enough persons and capitals shall be used for planning and
promoting AKAI IT/ Learning Product to increase market shares. 

Article 4. 
Effective Period for General Distribution
Right


4.1 Both parties agree that effective period for such contract
shall be two years. 

4.2 This contract shall be extended for two years with
negotiation from both parties, provided that Party B abides by

Article 3 and Article 5 hereof.


4.3 In the event that structure of company has been changed
(holding interest of signed party has been acquired or transferred) or their
loans or liabilities have exceeded their properties, this contract shall be
terminated ahead of time or continue to be executed with negotiation from both
parties 

4.4 Either party shall notify the other party in written prior
to six months, provided that any party would not extend this contract prior to
expiration of this contract with exception of situations described above and
this contract shall be terminated after expiration. 

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Article 5. 
Purchasing, Pricing and Payment


5.1 Party B, as the exclusive general distributor of AKAI IT/
Learning Product, promises that All AKAI IT/ Learning Product sold by Party B
shall be purchased from Party A. However, Party B shall directly place orders to
the factory trusted by Party A and bear all responsibilities including checking
and accepting goods and payment with approvals from Party A. 

5.2 Pricing Price of products shall be fixed by budget of cost of BOM.
Budget of cost of unit product shall be confirmed by both parties for assurance
of cost minimum. 

5.3 Party B shall deposit total payment of products to Party
A’s account or account instructed by Party A via acceptance draft, draft and
cheque. 

Article 6. 
Retail Pricing


Party B shall set national uniform retail price based on
general distributing price of Party A (confidential) which would not be
violation of Unfair Competitive Law of People’s Republic of China for
maintaining good standing of AKAI IT/ Learning Product. 

Article 7. 
Advertisement


7.1 Party B agrees that the funds used for advertisement
distribution and propagation shall not less than 2.5% percentage of total
payment of AKAI IT/ Learning Product products which Party B purchased from Party
A, subjected to Article 2, Clause 2.2. 

7.2 The funds used for establishment of special distribution
agent for popularization of AKAI IT/ Learning Product and of such shall be borne
by Party B. 

7.3 Party B shall be fully in charge of propagation,
popularization, advertisement and display & sale; simultaneously, its
expenditures and legal responsibilities arouse out of which shall be borne by
Party B. 

7.4 The propagation data and articles shall be approved by
Party A.

Article 8. 
After-Sale Service


8.1 Party B shall be in charge of after-sale service
maintenance of products or alternation of products due to quality; the
expenditure arouse out of which shall be borne by Party B. 

8.2 Party B shall be in charge of after-sale service
consultation, explanation to clients, back-to-factory repair and alternation of
products; the expenditure arouse out of which shall be borne by Party B. 

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8.3 Party B shall provide after-sale service criterion which
should be in accordance with Law of the People's Republic of China on Protecting
Consumers' Rights and Interests. 

8.4 Party B agrees that Party A shall be paid RMB 50,000 as the
after-sale service deposit within three months upon execution of this contract.


8.5 The deposit shall be used for after-sale service of
products sold by Party B within three years after expiration of this contract.


8.6 The expenditure arouse out of after-sale service shall be
less from deposit; if less, the expenditure shall be paid extra; if more, the
balance of deposit shall be returned. 

Article 9. 
Obligation and Responsibility from Party
A


9.1 Party A shall provide Party B the license for its AKAI
trademark usage-right in the mainland of China. 

9.2 Party A shall provide Party B counterpart of AKAI trademark
registered instrument. 

9.3 Party A shall take all measures or methods to protect AKAI
trademark brand and deter or refrain from infringing AKAI trademark use-right.


9.4 Party A have right to change or transfer its AKAI trademark
usage-right in mainland of China to company affiliated to group without
influence of Party B’s benefit and Party B shall have no right to object such
action, however, Party A shall be obligated to notify Party B. 

Article 10. 
Obligation and Responsibility from Party
B


10.1 Party B ensures that all AKAI IT/ Learning Product sold by
Party B shall be purchased from Party A and shall not use “AKAI” trademark for
other similar products or other products without Party A’s consent. 

10.2 Party B ensures that Party B shall take all measures or
methods to protect AKAI trademark brand and deter or refrain from infringing
AKAI trademark use-right. 

10.3 Party B shall provide counterpart of business license from
department of industry & commerce which Party B registered, incorporation
code (duplicated copy) and tax registration certificate. (Duplicated copy from
state and local tax bureau). 

10.4 Party B agrees that Party B shall provide a
first-half-year financial report issued by accounting firm within thirty
business days on September 30 at every year commencing from 2009 in order to
prove that Party B has performed duties set forth in Article 7 hereof. 

10.5 Party B shall not adopt any behavior that could possibly
cause Party A violating laws or bringing any lawsuit to against Party A. All the
expenditures caused by violating laws or lawsuit shall be bored by Party B. 

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10.6 Besides authorized by this contract, Party B shall not
continue to distribute products under the name of “AKAI” upon expiration of the
valid term of this contract. 

10.7 Party B guarantees that itself and its agents, distributor
are not going to transport “AKAI” products sold from Party A to Party B to any
other non-domestic regions for sale or other business purpose. 

10.8 Party B agrees to bear all the relevant expense related to
copyrights and various types of certification on products purchased from Party
A. 

10.9 Akai products distributed from Party B shall obtain “3C”
certified mark.

Article 11. 
Promise on Confidentiality


During or upon the expiration of the valid term of such
contract, both parties shall keep confidential on content of such contract,
usage right on “AKAI” trademark, product price granted to sole agent and related
technical data on registered products. If Party B caused any legal
responsibilities and loss because of intentionally/unintentionally releasing
such information to any third party, Party B shall bear responsibilities. 

Article 12. 
Other Events


12.1 Party B shall standardize on the decoration style and
dressing code for marketing team for each brand store. 

12.2 Party B
shall establish nationwide standard marketing strategies, marketing slogan and
after-sale service. 

12.3 Party B shall coordinate with Party A in market
thesis and design new products’ marketing plan. 

12.4 Party B shall pick up products on the designated spot of
Party A. The transportation cost is going to be borne by Party B.


Article 13. 
Force Majeure


In the case that one party fails to fulfill such contract,
which is caused by force majeure, that party shall notify the other party the
reason on the failure to fulfill, delay in fulfill or partially fulfill and
acquire related evidence. Such evidence shall be issued by the local public
notary office where the force majeure occurs. Based on the degree on affection
to the fulfillment of such contract, both parties can terminate such contract,
partially remove the obligations under such contract or postponed the
fulfillment of such contract. 

Article 14. 
Obligations on Violation


14.1 In the case that Party A fails to fulfill its
responsibilities according to clause two, nine and eleven, Party B has the right
to file the written claim to Party A and requires indemnification caused by
Party A. If Party A does not fulfill stated obligations after 30 days on receipt of written
notification from Party B, Party B has the right to notify Party A to terminate
such contract. The effective date of termination shall be the date on Party B’s
written notification. 

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14.2 In the case that Party B fails to fulfill its
responsibilities according to clause three, five, seven, eight, ten and eleven,
Party A has the right to file the written claim to Party B and requires
indemnification caused by Party B. If Party B does not fulfill stated
obligations after 30 days on receipt of written notification from Party A, Party
A has the right to notify Party B to terminate such contract. The effective date
of termination shall be the date on Party A’s written notification. 

Article 15. 
Applicable Laws and Settlement of
Disputes


15.1 The conclusion, effectiveness, termination, fulfillment
and settlement of disputes shall apply the law of People’s Republic of China.


15.2 Regarding matters not mentioned herein, both parties shall
solve them upon friendly negotiation. In the case that both parties can not
reach the contract, they can file the lawsuit to people’s court in Zhongshan
city. 

Article 16 
Notification


Any notification, report, requests, acceptance or other
communication approved or required under this contract shall adopt written form
and submit via the following means, 

Personal carrying; 
Business post providing written receipt;


Registered mail required receipt 
Fax; at the same time deliver a copy of
faxed document via the means of a,b,c. 
All the files shall be delivered to
the addresses of receiver or the addresses notified by the receiver. Except
there is a notification on the change of address, all the addresses related to
this contract shall be following, 

Party A: AKAI Electronic (China) Co., Ltd


Address: Jiahua Electronic Mansion, Zhongshan 5 Road, Eastern
District, Zhongshan City Zip code: 528043

Fax number: (86) 076023888282


Party B: MenQ Technology Limited


Fax Number: (86) 0760-86938828


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Article 17 
Material Terms on Effectiveness of this Contract
and Others

17.1 This contract shall be effective from the date of signing
and stamping on this contract 

17.2 This contract and its attachments shall be in four counter
parts. Party A and B shall maintain two each and each of the copies shall be deemed as the same effectiveness. Any
supplemental contracts and attachments entered by Party A and B shall remain the
same legal effectiveness. 

17.3 Upon the expiration or termination of such contract, Party
B promises not to use “AKAI” trademark, otherwise Party A has the right to file
the lawsuit on violation of rights. 

17.4 The copies attached to this contract of Party A and B
shall be as follows,

Party A: Business registration certificate, notification on
filing of “AKAI” trademark usage approval; 
Party B: Duplicated copy of
business license and tax registration certificate. 

Attachment 1: Products’ categories


Party A: AKAI Electronic (China) Co., Ltd
Representative:



Party B: MENQ Technology Limited
Representative: 


Place of signing this contract: Jia Hua Electronic Mansion,
Zhongshan 5th Road, North District, Zhongshan City.

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AKAI Electronic (China) Co., Ltd



	Address: Jiahua Electronic Mansion, Zhongshan 5
      Road, Eastern District, Zhongshan City 
	Tel: +86-760-823050 	Fax: +86-760-8235052 
	After-sale service hotline: 800 830 1618
  


Letter of Consent


MenQ Technology Limited:


Whereas, Article 3, Clause 3.3 was set forth in AKAI IT/
Learning Product Domestic General Distribution Contract(Contract No:ZGC09005),
entered between MenQ Technology Limited and AKAI Electronic (China) Co., Ltd, on
the basis of our research, we shall agree as following: 

MenQ Technology Limited, as the exclusive domestic general
distributor of AKAI IT/ Learning Product, would be the agent and distributor of
other brands excluding AKAI and we shall not in pursuit of any legal lawsuit
against your company. 

Certify


AKAI Electronic (China) Co., Ltd


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